The transcriptional mechanisms by which temporary exposure to developmental signals instigates adipocyte differentiation are unknown. During early adipogenesis, we find transient enrichment of the glucocorticoid receptor (GR), CCAAT/enhancer-binding protein b (CEBPb), p300, mediator subunit 1, and histone H3 acetylation near genes involved in cell proliferation, development, and differentiation, including the gene encoding the master regulator of adipocyte differentiation, peroxisome proliferator-activated receptor g2 (PPARg2). Occupancy and enhancer function are triggered by adipogenic signals, and diminish upon their removal. GR, which is important for adipogenesis but need not be active in the mature adipocyte, functions transiently with other enhancer proteins to propagate a new program of gene expression that includes induction of PPARg2, thereby providing a memory of the earlier adipogenic signal. Thus, the conversion of preadipocyte to adipocyte involves the formation of an epigenomic transition state that is not observed in cells at the beginning or end of the differentiation process. Transcription factors control cell fate decisions by programming the expression of large gene sets, often through mechanisms impacting the post-translational modification of histone proteins in chromatin (Allis et al. 2007). Genome-wide changes to histone modification patterns occur as cells differentiate, such that distinct epigenomes are present in different cell types (Bernstein et al. 2007). A cell's epigenome is thought to be involved in establishing its identity, yet whether histone modifications transmit the memory of a given cell state or implement the memory once it is transmitted by a distinct mechanism is currently unclear.The epigenomic factors controlling adipocyte cell differentiation are not known. Adipocytes, the major fatcontaining component of adipose tissue, are terminally differentiated cells derived from mesenchymal precursors (Ailhaud et al. 1992). Study of adipocyte precursors in vivo is difficult because adipose tissue in rodents is undetectable macroscopically until shortly before birth.Thus, most of what is known about the molecular basis of adipocyte differentiation derives from tissue culture models, one of the best characterized being the mouse 3T3-L1 model Kehinde 1975, 1976). Temporary exposure to a mix of insulin, glucocorticoid, and an inducer of cAMP signaling triggers adipogenesis, changing the expression of hundreds of genes, including a variety of transcription factors that regulate one another as well as structural genes (Farmer 2006). One of these encodes peroxisome proliferator-activated receptor g (PPARg), a sequence-specific transcription factor that is necessary (Barak et al. 1999;Kubota et al. 1999;Rosen et al. 1999) and sufficient (Tontonoz et al. 1994;Hu et al. 1995;Shao and Lazar 1997) for adipogenesis, and is hence termed the master regulator (Rosen et al. 2002). CCAAT/ enhancer-binding protein (CEBP) transcriptional regulators also play a major role, and each can induce adip...